ARTICLE 1 – GENERAL
1.1. These general terms and conditions govern the relationship between BRANDSTROM (a limited liability company with a capital of €15,244.90, registered under number 311 139 422 RCS Nanterre, whose registered office is located at 60 avenue Charles de Gaulle CS 60016 92573 Neuilly sur Seine Cedex France) (hereinafter referred to as “BRANDSTROM”) and professional customers (hereinafter referred to as the “Customer”) concerning the supply of packaging accessories (hereinafter referred to as the “Products”).
1.2. These general terms and conditions of sale shall constitute the basis of any commercial negotiation. They shall prevail over any different or contrary clause appearing in the Customer’s documents, correspondence, or orders, including its own general terms and conditions of purchase.
1.3. Any order of Products implies the full and unconditional acceptance of these general terms and conditions of sale by the Customer, which represents and and acknowledges that it has been fully informed thereof. Any derogation from the general terms and conditions of sale must be subject to the prior, express consent of BRANDSTROM in writing.
Where appropriate, the general terms and conditions of sale may be supplemented by special terms and conditions included in the commercial proposal sent by BRANDSTROM to the Customer or the order confirmation issued by BRANDSTROM. In case of contradiction between the general terms and conditions of sale and the special terms and conditions, the parties agree that the special terms and conditions shall prevail.
1.4. BRANDSTROM reserves the right to amend its general terms and conditions of sale at any time. The new general terms and conditions of sale shall apply to Customer’s orders, subject to a one-month notice notified to the Customer.
1.5. The fact that BRANDSTROM does not invoke any of the provisions of the general terms and conditions of sale cannot be interpreted as a waiver of the right to invoke them later.
1.6. In the event that any of the clauses of these general terms and conditions of sale are declared invalid, unlawful or unenforceable in whole or in part, the other provisions shall remain in force and continue to have full effect.
1.7. Except with the prior consent of BRANDSTROM in writing, the Customer shall not be entitled to assign the benefit of these general terms and conditions of sale or the rights conferred, in whole or in part, directly or indirectly, to a third party.
ARTICLE 2 – PRODUCTS
2.1. The Products marketed by BRANDSTROM include a range of packaging accessories such as teartapes for reinforcement or closure, specialty adhesives, liner paper or silicone film, integrated or snap-on handles, etc., as well as their application systems.
2.2. Except for instructions and other documents accompanying the Products, the information, photos, drawings, and texts included in BRANDSTROM’s documentation are not exhaustive and are provided for information and non-contractual purposes and do not bind BRANDSTROM in any way.
ARTICLE 3 – COLLABORATION OF THE PARTIES AND SAMPLES
3.1. To allow BRANDSTROM to meet the Customer’s requests, the Customer undertakes to provide BRANDSTROM with any complete, accurate and reliable information and knowledge concerning its clearly expressed needs. BRANDSTROM cannot be held liable for the consequences of any omission or error in information provided by the Customer.
3.2. BRANDSTROM will listen to the Customer’s requests and will respect them as far is feasible, in compliance with the regulations in force, and the professional standards of its trade. If necessary, BRANDSTROM may send the Customer free samples of Products, subject to availability.
ARTICLE 4 – ORDERS
4.1. Further to discussions between the parties to confirm the Customer’s needs, BRANDSTROM shall send a commercial proposal to the Customer specifying the designation of the Products, quantities, prices, payment terms, incoterm, etc., and including the technical data sheets of the Products. That commercial proposal is valid for one (1) month from its date of issuance, unless otherwise stated in the quotation.
In case of acceptance of the commercial proposal, the Customer sends their order by email to BRANDSTROM. The order is deemed firm and final upon receipt by the Customer of the order confirmation sent by BRANDSTROM.
Once the order is placed with BRANDSTROM, the Customer is deemed to have knowingly and unreservedly accepted the commercial proposal and all the terms and conditions contained therein, including these general terms and conditions of sale.
The benefit of the order is personal to the Customer and cannot be assigned without the consent of BRANDSTROM.
4.2. Any amendment or suspension of an order requested by the Customer is subject to the express acceptance of BRANDSTROM and must be formalized in a written agreement, which shall specify any additional costs and time frames resulting therefrom in particular. In all cases, BRANDSTROM may charge the Customer for any costs already incurred for fulfilment of the amended or suspended order.
4.3. Any order expresses the Customer’s irrevocable consent. The Customer cannot therefore cancel an order, except with the express, prior consent of BRANDSTROM in writing. Failing this, BRANDSTROM shall be entitled to enforce the order and demand full payment of any sums stipulated in that order.
ARTICLE 5 – DELIVERY
5.1. Unless specifically agreed otherwise between the parties, the Products shall be delivered in accordance with the incoterm EXW (Incoterms® 2020 ICC) ex works or warehouse and in accordance with the terms and schedule agreed by the parties, as stated in the commercial proposal accepted by the Customer and/or any other document subsequently exchanged between the parties, such as the order confirmation.
5.2. Delivery times are given by BRANDSTROM as an indication only. Any delay in delivery cannot justify the cancellation of an order or the payment of any damages, penalties, or deductions to the Customer.
5.3. Regardless of the delivery terms, the Customer shall be responsible, at its expense, for checking the Products or having them checked on arrival. In the event that any Products are missing, damaged or non-compliant compared to the delivery note, the Customer must:
- State its reservations on the delivery note and inform BRANDSTROM immediately in writing.
- Confirm its reservations to the carrier, in the legal forms and within the time limits required by law, in accordance with Article L.133-3 of the Commercial Code, with a copy being sent to BRANDSTROM.
In all cases, the notification of reservations by the Customer can only be taken into consideration by BRANDSTROM if the carrier has assisted in the unloading of its vehicle by the Customer. The notification of reservations by the Customer cannot justify refusal of the delivery.
ARTICLE 6 – ACCEPTANCE AND RETURN OF THE PRODUCTS
6.1. Acceptance of the Products
Without prejudice to any measures to be taken vis-à-vis the carrier, any claim related to apparent defects or non-conformity of the Products delivered compared to the Products ordered or the dispatch note must be notify by the Customer by registered letter with acknowledgment of receipt sent to BRANDSTROM within eight (8) days of the arrival of the Products at the Customer’s premises or any other location designated by the Customer. After this period, no complaint shall be taken into consideration.
The Customer shall be responsible for providing evidence of any alleged defects or non-conformities and it shall not invoke any assumption of liability by BRANDSTROM. It must allow BRANDSTROM every opportunity to establish and remedy such defects or non-conformities.
In any case, once the apparent defects or anomalies have been established by BRANDSTROM, compensation by BRANDSTROM will be limited to the replacement of the Products with identical or equivalent Products, to the exclusion of any other compensation.
BRANDSTROM shall not be held liable in the event of any Product defect which is attributable to poor conditions of transport, storage, or use of the Products by the Customer.
The Customer undertakes to take any necessary measures to store and safeguard the Products under normal conditions in order to allow BRANDSTROM to carry out the requisite investigations, directly or through any third party it may choose.
6.2. Return of the Products
Products can only be returned with the prior consent of BRANDSTROM in writing.
In the event that BRANDSTROM agrees to the return of Products, the following cumulative conditions must be fulfilled:
- Only Products marketed by BRANDSTROM may be returned once the Customer has asked to return them.
- The Customer must return the relevant Product(s) prepaid at its cost and risk, to the location indicated by BRANDSTROM.
- The Product must be returned in perfect condition, protected or packaged in its original packaging, accompanied by a copy of the invoice and other documents or accessories. Only Products returned in a condition suitable for resale will be accepted. Opened, damaged, soiled, or spoiled Products will not be refunded.
- The return of a Product shall not discharge the Customer from its payment obligation.
Any return accepted by BRANDSTROM shall give rise to a credit note for the Customer, corresponding to the accepted price for the return of the relevant Products, after verifying the conditions of the Products.
If BRANDSTROM agrees to replace such a Product, this shall not entitle the Customer to return any Products, even if those Products are the same as the returned Products.
In any event, BRANDSTROM shall not, under any circumstances, be held liable towards the Customer, for any reason, for any damage related to the loss of clientele, revenue or profit, loss of opportunity or loss of earnings, directly or indirectly, related to the defects or non-conformity of any Products delivered to the Customer.
ARTICLE 7 – RETENTION OF TITLE AND TRANSFER OF RISKS
7.1. BRANDSTROM shall retain ownership of the Products until the principal price and any incidental costs have effectively been paid in full. Non-payment of any instalment may result in the Products being reclaimed.
7.2. Unless specifically agreed otherwise between the parties, the risks relating to the Products shall be transferred to the Customer in accordance with the EXW Incoterm (Incoterms® 2020 CCI) Ex Works or Ex Warehouse, as set out in the commercial proposal accepted by the Customer and/or any other document subsequently exchanged between the parties, such as the order confirmation.
ARTICLE 8 – FINANCIAL CONDITIONS
8.1. The prices of the Products are established in euros, excluding taxes and duties, based on the rates communicated to the Client. All orders are billed at the last price communicated by BRANDSTROM to the Customer.
Any additional Product requested by the Customer, not included in the order confirmation, shall be the subject of an additional order.
If, to respond to the Customer’s requests, BRANDSTROM’ commercial proposal requires the performance of specific preliminary studies or research, but the Customer does not place an order further to that offer, those studies and/or research will be subject to a specific charge, where appropriate.
8.2. Invoices shall be paid by bank transfer to BRANDSTROM’s account, the bank details of which are listed on the invoice, within sixty (60) days from the date of issuance of the relevant invoice.
There shall be no discount for early payment.
In the case where the Customer is liable for sums originating from several invoices, as a priority, payments will be allocated to the oldest invoices.
No claim or dispute shall authorize the Customer to suspend payment of an invoice.
8.3. Any late payment of invoices, in whole or in part, after their due date, shall automatically and without prior notice, be liable to late payment penalties calculated on the outstanding amount and equal to three (3) times the legal interest rate in force on the day of invoicing.
In addition to late payment penalties, the Customer must pay BRANDSTROM fixed compensation of forty (40) euros for recovery costs, without prejudice to any additional compensation if the recovery costs incurred exceed this amount.
Any delay in payment may result, at BRANDSTROM’s sole discretion, in the immediate suspension of any delivery of Products until full payment of all outstanding instalments, late payment penalties, and recovery costs.
ARTICLE 9 – WARRANTY AND LIABILITY
9.1. As a reseller, BRANDSTROM warrants that, to its knowledge, the Products are free from any defects, are suitable for the use they are intended and that thay have been manufactured in accordance with industry standards.
BRANDSTROM shall not be held liable in the event of any defect attributable to the transport, storage or handling of the Products by the Customer. BRANDSTROM shall not also be liable for the quality of the Products and/or their use by the Customer.
9.2. If BRANDSTROM is held liable for the non-performance or incorrect performance of its obligations under these general terms and conditions of sale, the total compensation payable to the Customer could not exceed an amount equal to the total price of the relevant order.
9.3. The Customer shall be liable for all the information and/or statements transmitted to BRANDSTROM for the proper execution of the general terms and conditions of sale. It is also the Client’s responsibility to ensure that BRANDSTROM’s commercial proposal corresponds to the desired Products and to the regulations applicable in its territory.
BRANDSTROM shall not be held liable, notably in terms of its duty to advise, for any error made by the Customer or omission on its part during the acceptance of the commercial proposal by sending its order.
ARTICLE 10 – INSURANCE
The parties declare that they hold, with a reputable insurance company, any necessary insurance policies covering the financial consequences of their third-party and/or professional liability for any personal injury, material and immaterial damage for which they may be held liable under the general terms and conditions of sale.
ARTICLE 11 – INTELLECTUAL PROPERTY
11.1. All intellectual property rights (copyright, trademarks, patents, designs and models) relating to the Products and, more generally, to all documents provided by BRANDSTROM, shall remain the exclusive property of BRANDSTROM, subject to third-party rights.
11.2. The Customer shall not to do, cause or allow anything that is likely to undermine, harm or damage the reputation or brand image of BRANDSTROM, its Products or any intellectual property rights relating thereto.
ARTICLE 12 – CONFIDENTIALITY
12.1. Confidential information includes the content of the quotation, trade secrets, methods, know-how, analyses, tools and/or any technical, financial, and/or commercial information of either party, and any document of any type, delivered or exchanged as part of their contractual relationship.
12.2. Each party shall respect the confidential nature of such information exchanged and will not disclose it or provide it to third parties without obtaining the prior consent of the other party in writing. Each party also undertakes to take any necessary measures with regards to its personnel, agents, contractors or subcontractors, in order to maintain the confidentiality of such information.
Each party shall comply with the obligations arising from this confidentiality clause for the term of their relationship and as long as the confidential information has not lawfully fallen into the public domain.
12.3. On request from either of the parties in writing, the other party undertakes either to return any document containing confidential information or to destroy it and provide a certificate of destruction. A copy of such documents must not be kept under any circumstances.
ARTICLE 13 – PROTECTION OF PERSONAL DATA
13.1. As part of their contractual relationship, each party is required to process the personal data of the employees or legal representatives of the other party (in particular technical and commercial contact persons), including, but not limited to their last name, first name, email address, business address or business phone numbers.
Such personal data are protected by the provisions of the French Data Protection Act “Informatique et Libertés” law No. 78-17 of January 6, 1978, as amended, and by the provisions of EU Regulation 2016/679 of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as “the Regulation”), which the parties undertake to comply with and to ensure compliance with their employees/associates.
13.2. Each party shall act as the data controller of those personal data with regard to the other party.
The processing of those personal data is based on the performance of the contractual relationship for the purposes of communication among teams and monitoring the fulfilment of orders up to the end of the contractual relationship. The data recipients are the persons required to process those data as part of their respective functions within each of the parties as well as any potential service providers acting in accordance with their contractual obligations. Such data may also be transmitted to internal departments responsible for accounting or monitoring litigation.
The data are kept for the entire contractual term and the statutory limitation period.
Employees involved in the performance of the contractual relationship and the legal representatives of each of the parties shall have the right to access, correct and erase their data, restrict and object to the processing of their data and the right to the portability of their data, as well as the right to define directives relating to the fate of their data after their death, which they can exercise either at the registered office of the other party or on the data protection officer where one is appointed. They have the right to lodge a complaint with the French CNIL.
13.3. As part as their contractual relationship, the parties undertake to comply with their respective obligations arising from the Regulations and to comply with all requirements applicable to their activity issued by a competent supervisory authority. Each party guarantees to the other that it complies with the Regulations, particularly with regard to the security and confidentiality of personal data.
Where necessary, if BRANDSTROM is required to process personal data on behalf of the Customer as part of the performance of the general terms and conditions of sale, a specific agreement shall be concluded with the Customer for the management of such processing in compliance with the Regulations.
ARTICLE 14 – FORCE MAJEURE
14.1. BRANDSTROM’s obligations shall be suspended in the event of force majeure for as long as the circumstances resulting in that force majeure event continue, as defined by the French law and case law. The resulting non-compliance with the delivery schedule shall not, under any circumstances, be attributable to either party, nor shall not justify any early termination of the order.
14.2. During this period, BRANDSTROM shall make its best efforts to find solutions for continuing its obligations. In any event, BRANDSTROM may not be held liable towards the Customer for any non-performance or suspension of its obligations and the Customer may not claim any compensation or terminate or cancle its order.
ARTICLE 15 – TERMINATION CLAUSE
In the event that the Customer fails to fulfil one of its obligations under these general terms and conditions of sale, BRANDSTROM reserves the right, simply by notifying the Customer of this failure by registered letter with acknowledgement of receipt, to immediately terminate the sale, without prejudice to any damages.
ARTICLE 16 – REFERENCES
The Customer expressly authorises BRANDSTROM to mention their cooperation and the Customer, including the reproduction of its logo, and to use or mention the Products supplied to the Customer, in BRANDSTROM’s own advertising.
That authorisation is valid for any communications by BRANDSTROM on its website, to prospects and customers, trade media and other promotional information and business communication media.
ARTICLE 17 – NO PARTNERSHIP
Nothing in these general terms and conditions of sale shall create or be deemed to create any partnership, joint venture, or employer-employee or principal-agent relationship between the parties, and none of the employees of one party shall be deemed, now or in the future, to be or become an employee of the other party.
ARTICLE 18 – NOTICE
Any notice to be made by either party within the framework of these general terms and conditions of sale shall be properly and validly issued by registered letter with a request for acknowledgement of receipt and in the event of justified urgency, by fax or by electronic message, the time limits being counted either from the day of delivery of the said letter or of its first presentation, the indications of the Post Office being taken as proof, or from the date of delivery of the delivery notice for communication delivered by another means.
ARTICLE 19 – GOVERNING LAW AND LANGUAGE
19.1. These general terms and conditions of sale, as well as any acts resulting from them, are governed by French law, even if the Customer is of foreign nationality.
19.2. These general terms and conditions of sale are drawn up in French and English. In the event of any conflicting of interpretation between the French version and the English version, the French version of the general terms and conditions of sale shall prevail.
ARTICLE 20 – SETTLEMENT OF DISPUTES
20.1. In the event of a dispute between BRANDSTROM and the Customer relating to the validity, interpretation or performance of these general terms and conditions of sale and/or their consequences, the parties undertake to attempt to find an amicable solution by arranging a meeting to establish any mutually agreed action plan or by resorting to a mediation process.
20.2. In the absence of an amicable solution between the parties within a period of one month, any dispute will be subject to the exclusive jurisdiction of the Commercial Court of Nanterre, France, even in the event of a third party claim or multiple defendants